Results of Operations and Financial Condition, Financial Statements and Exh

Item 2.02. Results of Operations and Financial Condition.
The press release dated May 6, 2014 concerning financial results of Carrizo
Oil & Gas, Inc. (the "Company") for the quarter ended March 31, 2014, furnished
as Exhibit 99.1 to this report, is incorporated by reference herein.
The press release contains measures which may be deemed "non-GAAP financial
measures" as defined in Item 10 of Regulation S-K of the Securities Exchange Act
of 1934, as amended. We present Adjusted EBITDA, as defined in the press
release, on a total and a per share basis for the quarters ended March 31, 2014
and 2013. We believe Adjusted EBITDA, as defined, may provide investors and
analysts useful information relative to the valuation, comparison, rating and
investment recommendations of companies in the oil and gas industry. Adjusted
EBITDA, as defined, is a financial measure commonly used in the oil and gas
industry and should not be considered in isolation or as a substitute for income
(loss) from continuing operations or any other measure of a company's financial
performance or profitability presented in accordance with U.S. generally
accepted accounting principles ("GAAP"). Because Adjusted EBITDA, as defined,
excludes some, but not all, items that affect income (loss) from continuing
operations, the Adjusted EBITDA, as defined, presented in the press release may
not be comparable to similarly titled measures of other companies. The most
comparable GAAP financial measure, income (loss) from continuing operations, and
information reconciling the GAAP and non-GAAP financial measures were included
in the press release.
We present adjusted net income, excluding certain items from income (loss) from
continuing operations typically excluded from earnings estimates published by
the investment community, on a total and a per share basis for the quarters
ended March 31, 2014 and 2013. We believe that this information will assist
investors and analysts to compare results between periods and identify operating
trends that would otherwise be masked by those certain items. Adjusted net
income should not be considered in isolation or as a substitute for income
(loss) from continuing operations or any other measure of a company's financial
performance or profitability presented in accordance with GAAP. Because adjusted
net income excludes some, but not all, items that affect income (loss) from
continuing operations, the adjusted net income presented in the press release
may not be comparable to similarly titled measures of other companies. The most
comparable GAAP financial measure, income (loss) from continuing operations, and
information reconciling the GAAP and non-GAAP measures were included in the
press release.
We present adjusted total revenues, which includes the net cash from derivative
settlements of our oil and gas derivatives for the quarters ended March 31, 2014
and 2013. We believe that this information will assist investors and analysts to
understand our actual results, which are impacted by the net cash from
derivative settlements of our oil and gas derivatives. The most comparable GAAP
financial measure, total revenues, and information reconciling the GAAP and
non-GAAP measures were included in the press release.
We present discretionary cash flows from continuing operations for the quarters
ended March 31, 2014 and 2013. We believe that this information may provide
additional information about our ability to meet our future requirements for
debt service, capital expenditures and working capital. Discretionary cash flows
from continuing operations should not be considered in isolation or as a
substitute for net cash provided by operating activities from continuing
operations or any other cash flow or liquidity measure under GAAP. Our
computation of discretionary cash flows from continuing operations may differ
significantly from the computation used by other companies to compute similar
measures. As a result, our discretionary cash flows from continuing operations
may not be comparable to similarly titled measures of other companies. The most
comparable GAAP financial measure, net cash provided by operating activities
from continuing operations, and information reconciling the GAAP and non-GAAP
measures were included in the press release.
None of the information furnished in this Item 2.02 and the accompanying exhibit
will be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, nor will it be incorporated by reference into any
registration statement filed by the Company under the Securities Act of 1933, as
amended, unless specifically identified therein as being incorporated therein by
reference. The furnishing of the information in this Item 2.02 and the
accompanying exhibit is not intended to, and does not, constitute a
determination or admission by the Company, that the information in this
Item 2.02 and the accompanying exhibit is material or complete, or that
investors should consider this information before making an investment decision
with respect to any security of the Company.